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                          ASYMETRIX LEARNING SYSTEMS, INC.

                         1999 EMPLOYEE STOCK PURCHASE PLAN

               As Adopted by the Board of Directors on March 24, 1999
                  And Approved by the Stockholders on May 25, 1999


       1.     ESTABLISHMENT OF PLAN.  Asymetrix Learning Systems, Inc. (the
"COMPANY") proposes to grant options for purchase of the Company's Common Stock
to eligible employees of the Company and its Participating Subsidiaries (as
hereinafter defined) pursuant to this Employee Stock Purchase Plan (this
"PLAN").  "PARTICIPATING SUBSIDIARIES" are those "parent corporations" and
"subsidiary corporations" of the Company (as defined in Sections 424(e) and
424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"CODE"))  that the Board of Directors of the Company (the "BOARD") designates
from time to time as corporations that shall participate in this Plan.  The
Company intends this Plan to qualify as an "employee stock purchase plan" under
Section 423 of the Code (including any amendments to or replacements of such
Section), and this Plan shall be so construed.  Any term not expressly defined
in this Plan but defined for purposes of Section 423 of the Code shall have the
same definition herein.  A total of 450,000 shares of the Company's Common Stock
is reserved for issuance under this Plan.  In addition, on each January 1, the
aggregate number of shares reserved for issuance under the Plan will be
increased automatically by the number of shares purchased under the Plan in the
preceding calendar year; provided that the aggregate number of shares issued
over the term of the Plan shall not exceed 4,500,000 shares.  Such number shall
be subject to adjustments effected in accordance with Section 14 of this Plan.

       2.     PURPOSE.  The purpose of this Plan is to provide eligible
employees of the Company and Participating Subsidiaries with a convenient means
of acquiring an equity interest in the Company through payroll deductions, to
enhance such employees' sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.

       3.     ADMINISTRATION.  This Plan shall be administered by the
Compensation Committee of the Board (the "COMMITTEE").  Subject to the
provisions of this Plan and the limitations of Section 423 of the Code or any
successor provision in the Code, all questions of interpretation or application
of this Plan shall be determined by the Committee and its decisions shall be
final and binding upon all participants.  Members of the Committee shall receive
no compensation for their services in connection with the administration of this
Plan, other than standard fees as established from time to time by the Board for
services rendered by Board members serving on Board committees.  All expenses
incurred in connection with the administration of this Plan shall be paid by the
Company.

       4.     ELIGIBILITY.  Any employee of the Company or the Participating
Subsidiaries is eligible to participate in an Offering Period (as hereinafter
defined) under this Plan except the following:

              (a)  employees who are not employed by the Company or a
Participating Subsidiary ten days before the beginning of such Offering Period;

              (b)  employees who are customarily employed for 20 hours or less
per week;

              (c)  employees who are customarily employed for five months or
less in a calendar year;

              (d)  employees who, together with any other person whose stock
would be attributed to such employee pursuant to Section 424(d) of the Code, own
stock or hold options to purchase stock


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possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any of its Participating Subsidiaries or
who, as a result of being granted an option under this Plan with respect to
such Offering Period, would own stock or hold options to purchase stock
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any of its Participating Subsidiaries; and

              (e)  individuals who provide services to the Company or any of its
Participating Subsidiaries as independent contractors who are reclassified as
common law employees for any reason except for federal income and employment tax
purposes.

       5.     OFFERING DATES.  The offering periods of this Plan (each, an
"OFFERING PERIOD") shall be of 24 months duration commencing on February 1 and
August 1 of each year and ending on July 31 and January 31 of each year.  Each
Offering Period shall consist of four six-month purchase periods (individually,
a "PURCHASE PERIOD") during which payroll deductions of the participants are
accumulated under this Plan.  The first business day of each Offering Period is
referred to as the "OFFERING DATE".  The last business day of each Purchase
Period is referred to as the "PURCHASE DATE".  The first Offering Date shall be
August 1, 1999.  The Committee shall have the power to change the duration of
Offering Periods or Purchase Periods with respect to offerings without
stockholder approval if such change is announced at least 15 days prior to the
scheduled beginning of the first Offering Period or Purchase Period to be
affected.

       6.     PARTICIPATION IN THIS PLAN.  Eligible employees may become
participants in an Offering Period under this Plan on the first Offering Date
after satisfying the eligibility requirements by delivering a subscription
agreement in the form of Exhibit A (a "SUBSCRIPTION AGREEMENT") to the Company's
human resources department (the "HR DEPARTMENT") not later than five days before
such Offering Date unless a later time for filing the Subscription Agreement is
set by the Committee for all eligible employees with respect to a given Offering
Period.  An eligible employee who does not deliver a Subscription Agreement to
the HR Department by such date after becoming eligible to participate in such
Offering Period shall not participate in that Offering Period or any subsequent
Offering Period unless such employee enrolls in this Plan by filing a
subscription agreement with the HR Department not later than five days preceding
a subsequent Offering Date.  Once an employee becomes a participant in an
Offering Period, such employee will automatically participate in the Offering
Period commencing immediately following the last day of the prior Offering
Period unless the employee withdraws or is deemed to withdraw from this Plan or
terminates further participation in the Offering Period as set forth in Section
11 below.  Such participant is not required to file any additional Subscription
Agreement in order to continue participation in this Plan.

       7.     GRANT OF OPTION ON ENROLLMENT.  Enrollment by an eligible employee
in this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such employee of an option to purchase on
the Purchase Date up to that number of shares of  Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during such Purchase Period by (b) the lower of (i) 85% of the
fair market value of a share of the Company's Common Stock on the Offering Date,
or (ii) 85% of the fair market value of a share of the Company's  Common Stock
on the Purchase Date, PROVIDED, HOWEVER, that the number of shares of the
Company's  Common Stock subject to any option granted pursuant to this Plan
shall not exceed the lesser of (a) the maximum number of shares set by the
Committee pursuant to Section 10(c) below with respect to the applicable
Purchase Date (if any), or (b) the maximum number of shares which may be
purchased pursuant to Section 10(b) below with respect to the applicable
Purchase


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Date.  The fair market value of a share of the Company's Common Stock shall
be determined as provided in Section 8 hereof.

       8.     PURCHASE PRICE.  The purchase price per share at which a share of
Common Stock will be sold in any Offering Period shall be 85% of the lesser of:

              (a)    the fair market value on the Offering Date; or

              (b)    the fair market value on the Purchase Date.

       For purposes of this Plan, the term "FAIR MARKET VALUE" means, as of any
date, the value of a share of the Company's  Common Stock determined as follows:

              (i)    if such  Common Stock is then quoted on the Nasdaq National
                     Market, its closing price on the Nasdaq National Market on
                     the date of determination as reported in THE WALL STREET
                     JOURNAL;

              (ii)   if such  Common Stock is publicly traded and is then listed
                     on a national securities exchange, its closing price on the
                     date of determination on the principal national securities
                     exchange on which the  Common Stock is listed or admitted
                     to trading as reported in THE WALL STREET JOURNAL;

              (iii)  if such  Common Stock is publicly traded but is not quoted
                     on the Nasdaq National Market nor listed or admitted to
                     trading on a national securities exchange, the average of
                     the closing bid and asked prices on the date of
                     determination as reported in THE WALL STREET JOURNAL; or

              (iv)   if none of the foregoing is applicable, by the Board in
                     good faith.

       9.     PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE
OF SHARES.

              (a)    The purchase price of the shares is accumulated by regular
payroll deductions made during each Offering Period.  The deductions are made as
a percentage of the participant's compensation in 1% increments of not less than
1%, nor greater than 10% or such lower limit set by the Committee.  Compensation
shall mean total cash compensation paid by the Company, including base salary,
commissions, bonuses and incentive compensation not to exceed $250,000 per
calendar year, provided however, that for purposes of determining a
participant's compensation, any election by such participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Code shall be
treated as if the participant did not make such election.  Payroll deductions
shall commence on the first payday of the Offering Period and shall continue to
the end of the Offering Period unless sooner altered or terminated as provided
in this Plan.

              (b)    A participant may decrease or increase the rate of payroll
deductions during an Offering Period by filing with the HR Department a new
authorization for payroll deductions, in which case the new rate shall become
effective for the next payroll period commencing more than 15 days after the HR
Department's receipt of the authorization and shall continue for the remainder
of the Offering Period unless changed as described below.  Such change in the
rate of payroll deductions may be made at any time during an Offering Period,
but not more than one change may be made effective during any


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Offering Period. A participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the HR
Department a new authorization for payroll deductions not later than 15 days
before the beginning of such Offering Period.

              (c)    A participant may reduce his or her payroll deduction
percentage to zero during an Offering Period by filing with the HR Department a
request for cessation of payroll deductions.  Such reduction shall be effective
beginning with the next payroll period starting more than 15 days after the HR
Department's receipt of the request and no further payroll deductions will be
made for the duration of the Offering Period.  Payroll deductions credited to
the participant's account prior to the effective date of the request shall be
used to purchase Common Stock in accordance with Section 9(e) below.  A
participant may not resume making payroll deductions during the Offering Period
in which he or she reduced his or her payroll deductions to zero.

              (d)    All payroll deductions made for a participant are credited
to his or her account under this Plan and are deposited with the general funds
of the Company.  No interest accrues on the payroll deductions.  All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.

              (e)    On each Purchase Date, so long as this Plan remains in
effect (and provided that the participant has not withdrawn from the Offering
Period Pursuant to Section 11), the Company shall apply the funds then in the
participant's account to the purchase of whole shares of Common Stock reserved
under the option granted to such participant with respect to the Offering Period
to the extent that such option is exercisable on the Purchase Date.  The
purchase price per share shall be as specified in Section 8 of this Plan.  Any
cash remaining in a participant's account after such purchase of shares shall be
refunded to such participant in cash, without interest; provided, however that
if the amount remaining in such participant's account on a Purchase Date is less
than the amount necessary to purchase a full share of  Common Stock of the
Company, such amount shall be carried forward, without interest, into the next
Purchase Period or Offering Period, as the case may be.  In the event that this
Plan has been oversubscribed, all funds not used to purchase shares on the
Purchase Date shall be returned to the participant, without interest.  No
Common Stock shall be purchased on a Purchase Date on behalf of any employee
whose participation in this Plan has terminated prior to such Purchase Date.

              (f)    As promptly as practical after the Purchase Date, the
number of shares of Common Stock purchased by each participant shall be
deposited into an account established in the participant's name at a stock
brokerage or other financial services firm designated by the Company (the "ESPP
Broker"). Subject to the notice requirements of Section 17, a participant shall
be free to (i) undertake a disposition (as that term is defined in Section
424(c) of the Code) of the shares in the ESPP Broker account at any time,
whether by sale, exchange, gift, or other transfer of legal title, (ii) move
those shares to another brokerage account of participant's choosing or (iii)
request that a stock certificate representing the shares be issued and delivered
to the participant.

              (g)    During a participant's lifetime, such participant's option
to purchase shares hereunder is exercisable only by him or her.  The participant
will have no interest or voting right in shares covered by his or her option
until such option has been exercised.

       10.    LIMITATIONS ON SHARES TO BE PURCHASED.


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              (a)    No participant shall be entitled to purchase stock under
this Plan at a rate which, when aggregated with his or her rights to purchase
stock under all other employee stock purchase plans of the Company or any
Subsidiary, exceeds $25,000 in fair market value, determined as of the Offering
Date (or such other limit as may be imposed by the Code) for each calendar year
in which the employee participates in this Plan.  The Company shall
automatically suspend the payroll deductions of any participant as necessary to
enforce such limit provided that when the Company automatically resumes such
payroll deductions, the Company must apply the rate in effect immediately prior
to such suspension.

              (b)    No more than 200% of the number of shares that could have
been purchased at a purchase price of 85% of the fair market value of a share of
the Company's Common Stock on the Offering Date may be purchased by a
participant on any single Purchase Date.

              (c)    No participant shall be entitled to purchase more than the
Maximum Share Amount (as defined below) on any single Purchase Date.  Not less
than 30 days prior to the commencement of any Offering Period, the Committee
may, in its sole discretion, set a maximum number of shares which may be
purchased by any employee at any single Purchase Date (hereinafter the "MAXIMUM
SHARE AMOUNT").  Until otherwise determined by the Committee, there shall be no
Maximum Share Amount.  In no event shall the Maximum Share Amount exceed the
amounts permitted under Section 10(b) above.  If a new Maximum Share Amount is
set, then all participants must be notified of such Maximum Share Amount prior
to the commencement of the next Offering Period.  Once the Maximum Share Amount
is set, it shall continue to apply with respect to all succeeding Purchase Dates
and Offering Periods unless revised by the Committee as set forth above.

              (d)    If the number of shares to be purchased on a Purchase Date
by all employees participating in this Plan exceeds the number of shares then
available for issuance under this Plan, then the Company will make a pro rata
allocation of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable.  In such
event, the Company shall give written notice of such reduction of the number of
shares to be purchased under a participant's option to each participant affected
thereby.

              (e)    Any payroll deductions accumulated in a participant's
account which are not used to purchase stock due to the limitations in this
Section 10 shall be returned to the participant as soon as practicable after the
end of the applicable Purchase Period, without interest.

       11.    WITHDRAWAL.

              (a)    Each participant may withdraw from an Offering Period under
this Plan by signing and delivering to the HR Department a written notice to
that effect on a form provided for such purpose.  Such withdrawal may be elected
at any time at least 15 days prior to the end of an Offering Period.

              (b)    Upon withdrawal from this Plan, the accumulated payroll
deductions shall be returned to the withdrawn participant, without interest, and
his or her interest in this Plan shall terminate.  In the event a participant
voluntarily elects to withdraw from this Plan, he or she may not resume his or
her participation in this Plan during the same Offering Period, but he or she
may participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
this Plan.


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              (c)    If the purchase price on the first day of any current
Offering Period in which a participant is enrolled is higher than the purchase
price on the first day of any subsequent Offering Period, the Company will
automatically enroll such participant in the subsequent Offering Period.  Any
funds accumulated in a participant's account prior to the first day of such
subsequent Offering Period will be applied to the purchase of shares on the
Purchase Date immediately prior to the first day of such subsequent Offering
Period. A participant does not need to file any forms with the Company to
automatically be enrolled in the subsequent Offering Period


       12.    TERMINATION OF EMPLOYMENT.  Termination of a participant's
employment for any reason, including retirement, death or the failure of a
participant to remain an eligible employee of the Company or of a
Participating Subsidiary, immediately terminates his or her participation in
this Plan.  In such event, the payroll deductions credited to the
participant's account will be returned to him or her or, in the case of his
or her death, to his or her legal representative, without interest.  For
purposes of this Section 12, an employee will not be deemed to have
terminated employment or failed to remain in the continuous employ of the
Company or of a Participating Subsidiary in the case of sick leave, military
leave, or any other leave of absence approved by the Board; PROVIDED that
such leave is for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.

       13.    RETURN OF PAYROLL DEDUCTIONS.  In the event a participant's
interest in this Plan is terminated by withdrawal, termination of employment or
otherwise, or in the event this Plan is terminated by the Board, the Company
shall promptly deliver to the participant all payroll deductions credited to
such participant's account.  No interest shall accrue on the payroll deductions
of a participant in this Plan.

       14.    CAPITAL CHANGES.

              (a)    Subject to any required action by the stockholders of
the Company, the number of shares of  Common Stock covered by each option
under this Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under this Plan but have
not yet been placed under option (collectively, the "RESERVES"), as well as
the price per share of Common Stock covered by each option under this Plan
which has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of
Common Stock of the Company resulting from a stock split or the payment of a
stock dividend (but only on the Common Stock) or any other increase or
decrease in the number of issued and outstanding shares of Common Stock
effected without receipt of any consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall
not be deemed to have been "effected without receipt of consideration".  Such
adjustment shall be made by the Committee, whose determination shall be
final, binding and conclusive.  Except as expressly provided herein, no issue
by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option.

              (b)    In the event of the proposed dissolution or liquidation of
the Company, the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Committee.  The Committee may, in the exercise of its sole discretion in such
instances, declare that this Plan shall terminate as of a date fixed by the
Committee and give each participant the right to purchase shares under this Plan
prior to such termination.


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              (c)    In the event of (i) a merger or consolidation in which the
Company is not the surviving corporation (other than a merger or consolidation
with a wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and the options
under this Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all participants), (ii) a merger in which
the Company is the surviving corporation but after which the stockholders of the
Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest in
the Company, (iii) the sale of substantially all of the assets of the Company or
(iv) the acquisition, sale, or transfer of more than 50% of the outstanding
shares of the Company by tender offer or similar transaction, the Plan shall
continue for all Offering Periods which began prior to the transaction and
shares will be purchased based on the fair market value of the surviving
corporation's stock on each Purchase Date (taking into account the exchange
ratio, where necessary).

              (d)    The Committee may, if it so determines in the exercise of
its sole discretion, also make provision for adjusting the Reserves, as well as
the price per share of Common Stock covered by each outstanding option, in the
event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of its outstanding
Common Stock, or in the event of the Company being consolidated with or merged
into any other corporation.

       15.    NONASSIGNABILITY.  Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 hereof) by the participant.  Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.

       16.    REPORTS.  Individual accounts will be maintained for each
participant in this Plan.  Each participant shall receive promptly after the end
of each Purchase Period a report of his or her account setting forth the total
payroll deductions accumulated, the number of shares purchased, the per share
price thereof and the remaining cash balance, if any, carried forward to the
next Purchase Period or Offering Period, as the case may be.

       17.    NOTICE OF DISPOSITION.  Each participant shall notify the Company
if the participant disposes of any of the shares purchased in any Offering
Period pursuant to this Plan if such disposition occurs within two years from
the Offering Date or within one year from the Purchase Date on which such shares
were purchased (the "NOTICE PERIOD").  The Company may, at any time during the
Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company's transfer agent to notify
the Company of any transfer of the shares.  The obligation of the participant to
provide such notice shall continue notwithstanding the placement of any such
legend on the certificates.

       18.    NO RIGHTS TO CONTINUED EMPLOYMENT.  Neither this Plan nor the
grant of any option hereunder shall confer any right on any employee to remain
in the employ of the Company or any Participating Subsidiary, or restrict the
right of the Company or any Participating Subsidiary to terminate such
employee's employment.

       19.    EQUAL RIGHTS AND PRIVILEGES.  All eligible employees shall have
equal rights and privileges with respect to this Plan so that this Plan
qualifies as an "employee stock purchase plan"


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within the meaning of Section 423 or any successor provision of the Code and
the related regulations.  Any provision of this Plan which is inconsistent
with Section 423 or any successor provision of the Code shall, without
further act or amendment by the Company, the Committee or the Board, be
reformed to comply with the requirements of Section 423.  This Section 19
shall take precedence over all other provisions in this Plan.

       20.    NOTICES.  All notices or other communications by a participant
to the Company under or in connection with this Plan shall be deemed to have
been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

       21.    TERM; STOCKHOLDER APPROVAL.  After this Plan is adopted by the
Board, this Plan will become effective on the date that is the First Offering
Date (as defined above).  This Plan shall be approved by the stockholders of the
Company, in any manner permitted by applicable corporate law, within twelve
months before or after the date this Plan is adopted by the Board.  No purchase
of shares pursuant to this Plan shall occur prior to such stockholder approval.
This Plan shall continue until the earlier to occur of (a) termination of this
Plan by the Board (which termination may be effected by the Board at any time),
(b) issuance of all of the shares of  Common Stock reserved for issuance under
this Plan, or (c) ten years from the adoption of this Plan by the Board.

       22.    DESIGNATION OF BENEFICIARY.

              (a)    A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under this Plan in the event of such participant's death
subsequent to the end of an Purchase Period but prior to delivery to him of such
shares and cash.  In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under this
Plan in the event of such participant's death prior to a Purchase Date.

              (b)    Such designation of beneficiary may be changed by the
participant at any time by written notice.  In the event of the death of a
participant and in the absence of a beneficiary validly designated under this
Plan who is living at the time of such participant's death, the Company shall
deliver such shares or cash to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may deliver such
shares or cash to the spouse or to any one or more dependents or relatives of
the participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

       23.    CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act, the Securities Exchange Act of 1934, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange or automated quotation system upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

       24.    APPLICABLE LAW.  The Plan shall be governed by the substantive
laws (excluding the conflict of laws rules) of the State of Washington.


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       25.    AMENDMENT OR TERMINATION OF THIS PLAN.  The Board may at any time
amend, terminate or extend the term of this Plan, except that any such
termination cannot affect options previously granted under this Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any participant, nor may any amendment be made
without approval of the stockholders of the Company obtained in accordance with
Section 21 hereof within twelve months of the adoption of such amendment (or
earlier if required by Section 21) if such amendment would:

       (a)    increase the number of shares that may be issued under this Plan;
or

       (b)    change the designation of the employees (or class of employees)
eligible for participation in this Plan.

       (c)    Notwithstanding the foregoing, the Committee may make such
amendments to the Plan as the Committee determines to be advisable if the
continuation of the Plan of any Offering Period would result in financial
accounting treatment for the Plan that is different from the financial
accounting treatment in effect on the date this Plan is adopted by the Board.


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